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This entry was published on 2019-01-11
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SECTION 301
Corporate name; general
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 3
§ 301. Corporate name; general.

(a) Except as otherwise provided in this chapter, the name of a
domestic or foreign corporation:

(1) Shall, unless the corporation is formed for charitable or
religious purposes, or for purposes for which the approval of the
commissioner of social services or the public health and health planning
council is required, or is a bar association, contain the word
"corporation", "incorporated" or "limited" or an abbreviation of one of
such words; or, in the case of a foreign corporation, it shall, for use
in this state, add at the end of its name one of such words or an
abbreviation thereof.

(2) (A) Shall be such as to distinguish it from the names of
corporations of any kind, or a fictitious name of an authorized foreign
corporation filed pursuant to article thirteen of this chapter, as such
names appear on the index of names of existing domestic and authorized
foreign corporations of any kind, including fictitious names of
authorized foreign corporations filed pursuant to article thirteen of
this chapter, in the department of state, division of corporations, or a
name the right to which is reserved.

(B) Shall be such as to distinguish it from (i) the names of domestic
limited liability companies, (ii) the names of authorized foreign
limited liability companies, (iii) the fictitious names of authorized
foreign limited liability companies, (iv) the names of domestic limited
partnerships, (v) the names of authorized foreign limited partnerships,
or (vi) the fictitious names of authorized foreign limited partnerships,
in each case, as such names appear on the index of names of existing
domestic and authorized foreign limited liability companies, including
fictitious names of authorized foreign limited liability companies, in
the department of state, or on the index of names of existing domestic
or authorized foreign limited partnerships, including fictitious names
of authorized foreign limited partnerships, in the department of state,
or names the rights to which are reserved; provided, however, that no
corporation that was formed prior to the effective date of this clause
and no foreign corporation that was qualified to conduct activities in
this state prior to such effective date shall be required to change the
name or fictitious name it had on such effective date solely by reason
of such name or fictitious name being indistinguishable from the name or
fictitious name of any domestic or authorized foreign limited liability
company or limited partnership or from any name the right to which is
reserved by or on behalf of any domestic or foreign limited liability
company or limited partnership.

(3) Shall not contain any word or phrase, or any abbreviation or
derivative thereof, the use of which is prohibited or restricted by
section 404 (Approvals, notices and consents) or any other statute of
this state, unless in the latter case the restrictions have been
complied with.

(4) Shall not contain any word or phrase, or any abbreviation or
derivative thereof, in a context which indicates or implies that the
corporation, if domestic, is formed or, if foreign, is authorized for
any purpose or is possessed in this state of any power other than a
purpose for which, or a power with which, the domestic corporation may
be and is formed or the foreign corporation is authorized.

(5) (A) Shall not contain any of the following phrases, or any
abbreviation or derivative thereof:

state police

state trooper

(B) Shall not contain any of the following words, or any abbreviation
or derivative thereof:
acceptance fidelity mortgage
annuity finance savings
assurance guaranty surety
bank indemnity title
bond insurance trust
casualty investment underwriter
doctor lawyer
endowment loan
unless the approval of the superintendent of financial services is
attached to the certificate of incorporation, or application for
authority or amendment thereof; or that the word "doctor", "lawyer", or
the phrase "state police" or "state trooper" or an abbreviation or
derivation thereof, may be used in the name of a corporation the
membership of which is composed exclusively of doctors, lawyers, state
police officers or state troopers, respectively.

(6) Shall not contain any words or phrases, or any abbreviation or
derivative thereof in a context which will tend to mislead the public
into believing that the corporation is an agency or instrumentality of
the United States or the state of New York or a subdivision thereof or
is a public corporation.

(7) Shall not contain the word "cooperative" or an abbreviation,
contraction or derivative thereof.

(8) Shall not contain any word or phrase, or any abbreviation or
derivation thereof, which, separately, or in context, shall be indecent
or obscene or shall ridicule or degrade any person, group, belief,
business or agency of government or indicate or imply any unlawful
activity.

(9) Notwithstanding any other provision of this chapter, may, in the
case of a foundation organized for the sole purpose of publishing the
literary works of a deceased person, include the word "doctor" or any
abbreviation or derivative thereof as part of its name if such word,
abbreviation or derivative is used to identify the person whose works
are to be published.